This is an agreement that allows a company to review and evaluate a developer's
software while maintaining confidentiality. By reviewing and evaluating the software, the
company agrees that any proprietary information it learns during the evaluation phase
will remain confidential. The company agrees to ensure proper measures and
safeguards are undertaken to protect the proprietary information. This document should
be used by small businesses or other entities that engage in developing software and
want their proprietary information to remain confidential.
CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT - SOFTWARE
THIS CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT is made as of ______
[Month] [____] Date, 20__, by and between _______________________ [Instruction: Insert name
of the party disclosing the confidential information] having its principal place of business at
______________________________________ [Instruction: Insert the address of information
discloser ] (“Developer”), and ___________________________ [Instruction: Insert name of the
party receiving the confidential information ], having its principal office at
______________________________________________ [Instruction: Insert the address of
information receiver] (“Receiver”) .
WHEREAS, Developer is engaged in the business of developing and marketing various types of
business software’s ("Software"); and
WHEREAS, Receiver desires an opportunity to review and evaluate the Software in consultation
with Developer and examining Proprietary Information of Developer and agrees to ensure proper
measures and safeguards to protect the Proprietary Information
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, Developer and Receiver hereby agree as follows:
The parties hereto agree that the purpose of this Agreement is to protect the proprietary
information only. Developer and Receiver are independent contractors and are not and shall not
be construed as joint ventures, partners, employer/employee, or agents of the other and neither
shall have the power to bind or obligate the other, except as set forth in this Agreement.
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2. Proprietary Information
The term Proprietary Information shall include all information and data furnished by Developer to
Receiver, whether in oral, written, graphic or machine-readable form, including but not limited to,
designs, procedures, formulas, discoveries, inventions, improvements, concepts, and ideas, except
such information and data as the parties agree in writing is not proprietary or confidential.
Information made available to the general public shall not be considered to be Proprietary
Proprietary Information does not include Information which:
a) is published or otherwise in the public domain through no fault of the receiving party; or
b) can be demonstrated by the receiving party to have been in its possession prior to receipt
under this agreement; or
c) is obtained by the receiving party without restriction from a third party; or
d) is independently developed by the receiving party by individuals who have not had either
direct or indirect access to such information; or
e) is disclosed by the receiving party to a third party with the written approval of the disclosing
party without any restriction.
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a) All Confidential Information disclosed to Receiver shall be kept confidential by Receiver
and treated with at least the same level of protection as Developer gives its own confidential
information of similar nature, but no less than a reasonable level of protection. Developer
shall promptly notify Receiver if it becomes aware of any unauthorized disclosure or use of
the Confidential Information. It is agreed to by the Developer that all information disclosed by
virtue of this Agreement is and will remain the property and proprietary information of the
b) Receiver shall not disclose any portions of the Confidential Information to any third party or
non-employee, including subcontractors, without the prior written consent of Developer.
Receiver may disclose confidential information to its employees only to the extent necessary
for the purposes of this Agreement. Receive shall inform all of its employees who have access
to the Confidential Information that Receiver is bound by a Confidentiality Agreement
concerning the Confidential Information, and shall enter into appropriate agreements with its
employees to protect the Confidential Information from being disclosed.
c) Receiver may not copy, summarize, take notes or otherwise condense or compile any of the
Confidential Information, and may not authorize any other party to copy, summarize, take
notes or otherwise condense or compile any of the Confidential Information, or make any
commercial or personal use of any part of the Confidential Information except to the extent
necessary for evaluation.
d) Receiver agrees to use and store the Confidential Information in a manner that prevents
unauthorized viewing and makes it accessible only to personnel to the extent necessary to
carry out the purposes of this Agreement.
e) Receiver will not make any reports, publications or give interviews concerning Confidential
Information without Developer’s prior written consent.
4. Terms and termination [Instruction: Choose any one clause below]
This Agreement may be terminated by the written agreement of both parties. In the event that
either party shall be in default of its material obligations under this Agreement and shall fail to
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remedy such default within ______ (__) [◊ Sixty (60)] days after receipt of written notice thereof,
this Agreement shall terminate upon expiration of the ______ (__) [◊ Sixty (60)] days period.
This Agreement shall commence as of the Effective Date and shall continue in full force and
effect for a period of _______ (___) [◊ Four (4)] year, and shall automatically renew for
additional _______ (___) [◊ One (1)] year periods, unless either party provides written notice of
non-renewal to the other party, not less than ______ (__) [◊ Sixty (60)] days period prior to t